Ownership;
Sufficiency of Intellectual Property Assets. The Company (A)
owns or (B) possesses adequate licenses or other rights to use, free and clear
of Encumbrances (except in the case of licenses, the interests of the licensing
party), orders, arbitration awards and contingent licenses arising from
termination provisions (or other causes) in agreements between the Company and
any other Person, all of Intellectual Property used in its business as currently
conducted and as reasonably anticipated to be conducted. The
Intellectual Property identified in Section 4.20(b) of the Disclosure Schedule,
together with Trade Secrets, Company Owned Copyrights and the Company’s
unregistered Copyrights, Patents and the rights granted to the Company under any
license agreements identified in Section 4.20(g) of the Disclosure Schedule,
constitute all the Intellectual Property rights (except for standard form
non-exclusive software licenses granted to end-user customers in the Ordinary
Course of Business or “shrink-wrap” or other generally available commercial
binary code end-user or enterprise licenses) used in the operation of Company’s
business as currently conducted and as reasonably anticipated to be conducted,
and are all the Intellectual Property rights and license rights necessary to
operate such business after the Effective Time in substantially the same manner
as such business has been operated by the Company during the two (2) years prior
to the Effective Time.